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Information Services Corporation — Proxy Solicitation & Information Statement 2023
Apr 12, 2023
47141_rns_2023-04-12_4c26a675-ce66-43e7-bdd8-95f224530976.pdf
Proxy Solicitation & Information Statement
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INFORMATION SERVICES CORPORATION CLASS A LIMITED VOTING SHARES PROXY
THIS PROXY IS SOLICITED BY MANAGEMENT OF INFORMATION SERVICES CORPORATION (THE "COMPANY") FOR THE ANNUAL AND SPECIAL MEETING (THE “MEETING”) OF SHAREHOLDERS OF THE COMPANY TO BE HELD ON MAY 10, 2023, AT 11:00 A.M. (MDT) AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
I/We, being holder(s) of Class A Limited Voting Shares of Information Services Corporation (the “ “Company”), hereby appoint: Joel Teal , OR failing him Shawn Peters OR failing him, Kathy Hillman-Weir OR instead of the above,
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FOR WITHHOLD
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2. Appointment of Deloitte LLP as auditor for the ensuing year and authorize the directors to fix the auditor’s remuneration.
FOR AGAINST
- 3 . Approval of Unallocated Options Under the Company’s Stock Option Plan as described in the accompanying management information circular of the Company dated April 6, 2023.
Unless otherwise indicated above, this proxy is to be voted for the election of each nominated director, the appointment of the auditor, as referred to above. If any amendments or variations to matters identified in the notice of meeting are proposed at the Meeting or if any other matters properly come before the Meeting, discretionary authority is hereby conferred with respect thereto.
______________ Print the name of the person you are appointing if this person is someone other than the individuals listed above
as the nominee of the undersigned to attend and act for the undersigned at the Meeting, in the same manner, to the same extent and with the same power as if the undersigned were present at the Meeting or at any adjournment or postponement thereof, including the right to appoint a substitute proxyholder; and without limiting the general authorization and powers hereby given, the undersigned shareholder specifies and directs the persons above named that the shares registered in the name of the undersigned shall be voted as indicated below.
________ ___ Signature(s) Date
Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by 11:00 a.m. (MDT) on May 8, 2023 , or if the Meeting is adjourned or postponed, 48 hours exclusive of Saturdays, Sundays and holidays, before the adjourned or postponed Meeting is reconvened.
VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES
| BOXES | ||
|---|---|---|
| 1. Election of Directors | FOR | WITHHOLD |
| 01. Roger Brandvold | ||
| 02. Tony Guglielmin | ||
| 03. Iraj Pourian | ||
| 04. Laurie Powers | ||
| 05. Jim Roche | ||
| 06. Heather D. Ross | ||
| 07. Dion E. Tchorzewski |
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Proxy Form – Annual and Special Meeting of Shareholders of Information Services Corporation to be held on May 10, 2023 (the “ Meeting ”)
Notes:
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This form of proxy is for use of holders of Class A Limited Voting Shares of the Company only.
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This proxy is solicited on behalf of the management of the Company and the costs thereof will be borne by the Company.
3. A shareholder has the right to appoint a proxyholder (who need not be a shareholder) other than the persons designated above to attend and act for the shareholder at the Meeting. To exercise this right, the shareholder may insert the name of the desired person in the blank space provided above and strike out the other names or may submit another appropriate proxy.
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This proxy should be signed in the exact manner as the name(s) appear on the proxy. If the shares are registered in the name of more than one owner (for example, joint owners, trustees, executors), then all registered owners should sign this form. If the shares are registered in the name of a corporation or other form of legal entity, this form must be signed by the authorized attorney or officer. If a proxy is signed by a person acting as an authorized attorney or officer or in some other representative capacity, documentation evidencing qualification and authority to act may be required.
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If this form of proxy is not dated, it will be deemed to bear the date on which it is mailed to the shareholder.
How to Vote
TELEPHONE
INTERNET
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Go to www.tsxtrust.com/vote-proxy in Canada and United StatesUse any touch-tone phone, call toll free
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• Cast your vote online 1-888-489-5760 and follow the voice • View Meeting documents instructions
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Cast your vote online
To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.
Complete and return your signed proxy in the envelope provided to:
TSX Trust Company P.O. Box 721 Agincourt, ON M1S 0A1
FAX
Fax your proxy to 416-595-9593
Scan and email to [email protected] .
Please visit services.tsxtrust.com/edelivery and enrol to receive all future investor documents electronically.
All proxies must be received by 11:00 a.m. (MDT) on May 8, 2023, or if the Meeting is adjourned or postponed, 48 hours prior to such adjournment or postponement exclusive of Saturdays, Sundays and holidays, before the adjourned or postponed Meeting is reconvened.
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If this proxy is duly deposited with TSX Trust Company, the shares represented will be voted or withheld from voting as directed by the shareholder, but if no direction is made, this proxy will be voted for the above matters. If the shareholder specifies in this proxy with respect to any matters to be acted upon, such shares shall, in the event of a poll on such matters, be voted in accordance with the specifications so made . This proxy confers discretion on the proxyholder with respect to amendments to matters identified in the notice of the Meeting and other matters that may properly come before the meeting.
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This proxy should be read in conjunction with the accompanying documentation.